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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    International

Date & Time
  • event Date

    Thursday, January 21, 2021

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

This CLE course will guide counsel to companies doing business internationally on key considerations when structuring international sales channel agreements. The panel will discuss key contract provisions and offer best practices for structuring the agreement to ensure compliance with the FCPA, export laws, and Office of Foreign Assets Control (OFAC) regulations, and other compliance requirements.

Faculty

John E. Davis
Member, Practice Lead, FCPA and International Anti-Corruption
Miller & Chevalier

Mr. Davis focuses his practice on international regulatory compliance and enforcement issues. He advises on corruption issues around the world, including compliance with the FCPA and related laws and international treaties, and FCPA-related internal investigations and disclosures to the SEC and DOJ. Mr. Davis works with clients to develop and implement compliance programs, conduct due diligence and audit compliance processes.

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M. Christie Helmer
Partner, International Law Lead & Admiralty/Maritime Co Lead
Miller Nash Graham & Dunn, LLP

Ms. Helmer does primarily international and maritime work, both litigation/arbitration and transactional. Her 30+ years of litigation and arbitration experience puts her in a unique position to assist clients in contract drafting and assessing contractual risks. And that dispute resolution experience includes regular handling of the issues particular to cross-border and admiralty disputes that not every practitioner is accustomed to dealing with—service abroad, obtaining evidence abroad, jurisdiction over foreign parties for claims arising in faraway countries, vessel arrests and attachments, customs, FCPA and export sanctions issues, and enforcement of international arbitration awards and foreign judgments.

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Description

U.S. companies continue expanding their global market share. Companies and their counsel must weigh the pros and cons of direct selling in the international marketplace or using local resellers and distributors to get their goods to market.

While local resellers and distributors can have business advantages, companies also should recognize and account for potential risks. To manage such risks, companies and their counsel should conduct appropriate due diligence before selecting a foreign partner to distribute the company's products. Among other things, companies and their counsel should evaluate potential FCPA-related risks and should confirm that potential business partners are not on the OFAC Specially Designated Nationals and Blocked Persons List, or the U.S. Commerce's or State Department's sanctioned parties lists.

When negotiating and structuring international sales channel agreements, counsel should thoroughly address key issues such as FCPA and export compliance, IP rights protection, and exclusivity.

Listen as our authoritative panel examines the key considerations--including export, FCPA, IP, competition, exclusivity, and territory--when structuring sales channel agreements in the international marketplace. The panel will discuss key provisions and offer best practices for structuring the agreement to ensure compliance with export, FCPA, OFAC, and other laws.

Outline

  1. Selecting a distributor or reseller
    • Due diligence and assessment of potential FCPA and other legal risks
    • SDNs/sanctioned parties lists
    • Exclusivity/non-exclusivity
  2. Considerations
    • IP protection
    • Competition
    • Territory
    • Export and FCPA compliance issues
  3. Key provisions
  4. Best practices for structuring the agreement

Benefits

The panel will review these and other key questions:

  • What factors should counsel consider when negotiating and structuring international sales channel agreements?
  • What provisions should counsel include to ensure IP rights are protected?
  • What are the steps in the due diligence process when evaluating potential distributors or resellers?
  • What are the key legal factors that shape decisions on territorial scope and exclusivity?
  • What provisions are best at protecting the company from various compliance risks?